Beauty licensing company The Boldface Group, Inc. raised $1.5 million from "certain accredited investors, led by an institutional investor," by selling its 8% senior secured convertible notes with a 12% original issue discount and five-year warrants to purchase approximately 24.7 million shares. Net proceeds from the offering are expected to be used for general corporate purposes.
The Notes are convertible into shares of common stock at any time prior to maturity at $0.068 per share and will mature on December 1, 2014. The conversion price of the Notes is subject to a "full ratchet" and other customary anti-dilution protections. The Notes require mandatory redemption payments beginning on June 1, 2014 and contain customary affirmative and negative covenants of the Company. The Warrants are exercisable at $0.082 per share and contain "weighted average" and other customary anti-dilution protections.
In connection with the closing of the offering, holders of the Company's 12% secured convertible notes in the principal amount of $3,380,000 and related warrants to purchase 13,520,000 shares purchased from the Company in December 2012 and March and April 2013 agreed to convert their notes and exercise their warrants on a cashless basis, respectively.
The company markets such products as Kardashian Beauty By Kourtney, Kim & Khloe, Uglydoll and Malo by Mario Lopez.